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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Making Sense Out of “Clawbacks”
Editor’s Note: Ben W. Heineman, Jr. is a former GE senior vice president for law and public affairs and a senior fellow at Harvard University’s schools of law and government. A version of this article appeared today in Business Week online. The “clawback” of pay from high-level executives for malfeasance is a hot but complex […]
Click here to read the complete postSEC Issues Concept Release on “Proxy Plumbing”
At its open meeting on July 14, 2010, the SEC voted unanimously to publish a concept release seeking public comment on a variety of issues relating to the mechanics of communications and voting under the SEC’s proxy rules (so-called “proxy plumbing”). The release may be found here. Comments must be filed with the SEC on […]
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Posted in Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications
Tagged Proxy plumbing, SEC
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Some Dodd-Frank Executive Compensation Action Items
Washington’s focus on changing the rules regarding executive compensation continues with the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act. Set forth below is a discussion of certain executive compensation provisions of the Act and some recommended action items. Say-on-Pay The Act requires that companies include in their annual proxy statement a non-binding […]
Click here to read the complete postReputation Penalties for Poor Monitoring of Executive Pay
In the paper Reputation Penalties for Poor Monitoring of Executive Pay: Evidence from Option Backdating, which was recently made publicly available on SSRN, my co-authors (Yonca Ertimur of Duke University and David Maber of the University of Southern California), and I examine whether directors are held accountable for poor monitoring of executive compensation. Theoretical and […]
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Posted in Academic Research, Boards of Directors, Empirical Research, Executive Compensation
Tagged Backdating, Board monitoring, Boards of Directors, Compensation committees, Executive Compensation
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Applying the Supreme Court’s Limits to “Foreign Squared” Litigation
In the first significant opinion applying the United States Supreme Court’s decision in Morrison v. National Australia Bank Ltd., No. 08-1191 (U.S. June 24, 2010), the United States District Court for the Southern District of New York ruled yesterday that Section 10(b) of the Securities Exchange Act of 1934 and SEC Rule 10b-5 do not […]
Click here to read the complete postCyclicality of Credit Supply
In the paper, Cyclicality of Credit Supply: Firm Level Evidence, which was recently made publicly available on SSRN, we study bank loan supply through the business cycle using firm level data from 1990 to 2009. It is well known that lending is cyclical. The contribution of our paper is to address two of the main […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research
Tagged Bank debt, Banks, Bonds, Credit supply
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Preparing for Mandatory Say-on-Pay
With enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act, mandatory say-on-pay has become federal law. [1] Say-on-pay under the Reform Act requires significant preparation on the part of issuers and their boards of directors and is one step in what we anticipate will be a long and ongoing dialogue with investors about […]
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Posted in Corporate Elections & Voting, Executive Compensation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Dodd-Frank Act, Say on pay
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Predicting the Future of Corporate Boards
This post comes to us from William Klepper, a Professor of Management at Columbia Business School. The post is based on Professor Klepper’s recent book, The CEO’s Boss: Tough Love in the Boardroom. The current recession and business failures have brought renewed attention to corporate governance. Over a period of years, I have developed and […]
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Posted in Academic Research, Boards of Directors
Tagged Board dynamics, Boards of Directors, Lead directors
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Creditor Mandated Purchases of Corporate Insurance
In our paper, Creditor Mandated Purchases of Corporate Insurance, which was recently made publicly available on SSRN, we provide the first large-sample evidence on the use and nature of insurance requirements in credit agreements for publicly-traded companies. We show that lenders nearly always mandate that borrowers have some form of insurance and in many cases […]
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Posted in Academic Research, Empirical Research
Tagged Insurance
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Extraterritoriality After Dodd-Frank
As our memo of June 24 reported (available on the Forum here), the Supreme Court in Morrison v. National Australia Bank Ltd., No. 08-1191 (U.S. June 24, 2010), held that Section 10(b) of the Securities Exchange Act of 1934 and SEC Rule 10b-5 do not apply to securities transactions that take place outside the United […]
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